Metro Bank Plc Risk Oversight Committee ( ROC ) Terms of Reference 1. Constitution The Metro Bank Board of Directors (the Board ) has established a Committee of the Board, known as the Risk Oversight Committee (the Committee ), with Terms of Reference as set out below. 2. Purpose The Committee shall be accountable to the Board and shall assist the Board in providing leadership, direction, and oversight with regard to the Bank s risk governance and management, and shall also assist the Board to foster a culture within the Bank that emphasises and demonstrates the benefits of a risk-based approach to risk management and internal controls. It works closely with the Audit Committee. 3. Chairman The Board shall appoint the Committee Chairman who shall be an independent Non-Executive Director. 4. Membership All members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chairman of the Committee. The Committee shall be selected from the independent Non-Executive Directors and shall in any event comprise no fewer than three members. The activities of the Committee should involve participation by the Chairman of the Audit Committee. Attendance is open to any Non-Executive Director who may wish to attend. The Committee Chairman shall decide, with the Chief Executive Officer, whether the Chief Executive Officer be present at meetings. Only members of the Committee have the right to attend Committee meetings. However, other individuals including the Chairman of the Board, Chief Executive Officer, other Directors, Chief Risk Officer, other representatives of the risk function, compliance, and internal and external audit may be invited to attend all or part of any meeting as and when deemed appropriate and necessary by the Board or the Committee. Appointments to the Committee shall be for a period of up to three years, extendable provided the director remains independent. A quorum shall comprise two members of the Committee.
In absence of the Committee Chairman, who shall be a non-executive director, and/or an appointed deputy, the remaining members present shall elect one of themselves to chair the meeting. 5. Secretary The Company Secretary or his or her nominee shall act as the secretary of the Committee. 6. Meetings The Committee shall meet as and when appropriate but not less than four times a year. The Chairman of the Committee, the Chief Risk Officer, or two members of the Committee may request additional meetings to consider such matters related to its responsibilities as they may consider desirable. The Committee will make decisions based on the consensus of the Committee members. For the avoidance of doubt, 50% or more of the members must agree on an item in order for it to be approved. In the event of tie, the Chairman will have the deciding vote. Where there is dissent from individual members, this will be recorded in the minutes of the meeting. 7. Notice of Meetings Meetings of the Committee shall be convened by the Committee Secretary at the request of any of its members or at the request of the Chief Risk Officer if he or she considers a meeting necessary. Unless otherwise agreed, notice of each meeting confirming the venue, time and date of the meeting, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, all other non-executive directors and any other person required to attend, no later than one week before the date of the meeting. The agenda shall be circulated together with relevant supporting papers shall be sent to Committee members and to other attendees as appropriate. 8. Minutes of Meetings The secretary shall minute the proceedings of all meetings of the committee, including recording the names of those present and in attendance. Draft minutes of committee meetings shall be circulated promptly to all members of the committee. Once approved, the minutes should be circulated to all other members of the board unless it would be inappropriate to do so in the opinion of the chairman of the risk committee. Final signed copies of the minutes of the meetings of the risk committee should be maintained for the company s records, in hard and soft copy where possible 9. Annual General Meeting The Committee Chairman should attend the Annual General Meeting to answer questions from shareholders on the Committee s activities.
10. Authority The Board authorises the Committee to: investigate any matter within its Terms of Reference and make any recommendations which it deems appropriate on any area within its remit where action or improvement is needed; ensure that an appropriate liaison is maintained with the Risk, Audit, and Asset and Liability Committees; seek any information it requires from any director or employee of the Bank in order to perform its duties. The Board directs that all directors and all employees co-operate with any requests made by the Committee; and obtain at the Bank's expense appropriate external professional advice, and if necessary invite external advisers with relevant experience to attend meetings of the Committee. Delegate any of its duties as appropriate to such persons or person as it thinks fit. The Committee may form sub-committees from its membership to address specific aspects of its duties. The committee is the designated committee of the Board for the purpose of model oversight 11. Duties The Committee in carrying out its duties under these Terms of Reference shall: Recommend to the Board the Bank s overall risk appetite 1, tolerance and strategy taking account of the current and prospective macroeconomic and financial environment and drawing on financial stability assessments such as those published by relevant industry and regulatory authorities including the Bank of England, the Prudential Regulation Authority, the Financial Conduct Authority and other authoritative sources that may be relevant for the Bank s risk policies. Regularly review the Bank's current risk exposures in relation to the Board's risk appetite, monitoring any significant risks, including reviewing Risk reports to assess the level of risk exposure; and advise the Board on future risk strategy. Review and challenge the ICAAP in order to determine the appropriate level of capital resources held against the Bank s risk and make a recommendation to the Board for its approval. 1 The Bank s Risk Framework, including the principle risks is listed in Appendix A
Review and challenge the ILAAP in order to ensure it reflects the appropriate level of liquidity to be held in the Bank and make a recommendation to the Board for its approval. Review the Bank s Risk Policies, and recommend them to the Board for approval. In relation to risk assessment and subject to overlap with the audit committee: o make an assessment of risk management procedures (for the identification, measurement and control of key risk exposures) in accordance with changes in the operating and regulatory environment; and o regularly review and approve the parameters used in these measures and the methodology adopted. Before a decision to proceed is taken by the Board, advise the Board on proposed strategic transactions including acquisitions or disposals, ensuring that a due diligence appraisal of the proposition is undertaken, focussing in particular on risk aspects and implications for the risk appetite and tolerance of the Bank, and taking independent external advice where appropriate and available. Review and assess the effectiveness of the Bank s systems of risk controls and advise its findings to the Audit Committee and the Board. Oversight of material models. Review the Bank s capability to identify and manage new risk types in conjunction with the Audit Committee. Consider information that is presented with financial statements relating to risk management policies and key risk exposures to ensure that it is in accordance with the statutory requirements and financial reporting standards. Provide qualitative and quantitative advice to the remuneration committee on risk weightings to be applied to performance objectives incorporated in executive remuneration. Recommend to the Board the appointment and/or removal of the Chief Risk Officer. Review promptly all reports on the company from the CRO Promptly review reports on any material breaches of risk limits and the adequacy of proposed action
Review and monitor management s responsiveness to the findings and recommendations of the CRO Ensure that the Chief Risk Officer shall be given the right of unfettered direct access to the Chairman of the Board and to the Committee. Consider and approve the remit of the risk management function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate independence and is free from management and other restrictions. Consider any other matters requested by the Board from time to time. Work and liaise as necessary with all other board committees 12. Reporting The Chairman of the Committee shall be responsible for reporting to the Board after each meeting on all matters within its duties and responsibilities. The committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed The Committee shall produce a report of its activities and the Banks s risk management and strategy to be included in the Bank s annual report. The directors report in the annual report and accounts should set out risk management objectives and policies including in relation to financial instruments 13. Other Matters The Committee shall: Conduct an annual review of its performance 2 including its constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board for approval. Ensure that it is provided with sufficient resources to undertake its duties, including access to the company secretarial function for assistance as required. The Committee will be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members. Give due consideration to laws and regulations, the provisions of the Corporate Governance Code and the requirements of the UK Listing Authority Listing, Prospectus and Disclosure and Transparency Rules and any other applicable rules, as appropriate; and;oversee any investigation of activities which are within its Terms of Reference Appendix A 2 The Committee may consider the use of external services in order to conduct the evaluation